Kevin Michael Trolaro Form 3 Ascena Retail / Kevin Michael Trolaro ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Trolaro Kevin Michael

(Last) (First) (Middle)

C/O ASCENA RETAIL GROUP, INC.

933 MACARTHUR BOULEVARD

(Street)

MAHWAH NJ 07430

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/25/2017

3. Issuer Name and Ticker or Trading Symbol
Ascena Retail Group, Inc. [ ASNA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Int. Principal Acct. Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	5,469	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)	(2)	(2)	Common	169	(3)	D
Restricted Stock Units(1)	(4)	(4)	Common	335	(3)	D
Restricted Stock Units(1)	(5)	(5)	Common	836	(3)	D
Restricted Stock Units(6)	(7)	(7)	Common	2,414	(3)	D
Option To Buy(1)	06/19/2014	06/19/2020	Common	2,500	17.67	D
Option To Buy(1)	09/25/2014	09/25/2020	Common	2,000	19.91	D
Option To Buy(1)	09/23/2015	09/23/2021	Common	2,000	14.12	D
Option To Buy(1)	09/29/2016	09/29/2022	Common	3,702	13.48	D
Option To Buy(6)	09/21/2017	09/21/2023	Common	7,396	5.56	D

Explanation of Responses:

1. Granted under the Company's 2010 Incentive Stock Plan.

2. On Septemnber 25, 2013, the reporting person was granted 667 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.

3. Restricted stock units convert into common stock on a one-for-one basis.

4. On Septmber 23, 2014, the reporting person was granted 667 restricted stock units, vesting in four annual installments begininng on the first anniversary of the grant date.

5. On September 29, 2015, the reporing person was granted 1,253 restricted stock units, vesting in three annual installments begininng on the first anniversary of the grant date.

6. Granted under the Company's 2016 Omnibus Incentive Plan.

7. On September 21, 2016, the reporting person was granted 2,414 restricted stock units, vesting in three annual installments begininng on the first anniversary of the grant date.

Remarks:

EXHIBIT LIST: EX-24: Power of Attorney Kevin Trolaro

	Mary Beth Riley, Power of Attorney	08/31/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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